Über-Hollywooder Catherine Zeta-Jones in the cast. A screenplay that came to them second-hand. A trailer that looks like an assembly-line romantic comedy fairytale. Have the Coen Brothers sold out?

Hardcore fans of the oddball filmmaking duo, scared of what looks like sanitized glamour, would do well to have faith: Intolerable Cruelty turns the upper crust into a sideshow just about as freakish as The Big Lebowski. Consider one side of the film's battle of the sexes: Zeta-Jones plays Marilyn Rexroth, a trophy wife whose entire social circle consists of Botoxed, baubled, boob-jobbed women intent on marrying well and divorcing better. They live in the kind of ugly homes only serious money can buy, and will dress, when the prey demands it, in seriously bizarre outfits: When being courted by Billy Bob Thornton's oil tycoon, for instance, Zeta-Jones looks like the musical guest on a '70s TV variety show. (Thornton, incidentally, gives a performance perfect

enough to outweigh any number of extra-cinematic missteps.) The males in the film, like one geezer patriarch who reads Living Without Intestines magazine, are hardly more normal.

The thing the sellout-conscious should have noticed immediately is the presence of George Clooney, who in the last five years has jettisoned what promised to be a lucrative-but-bland career in mainstream hunkiness, instead choosing to appear in a slew of intelligent movies that had no business having anyone nearly this handsome in them.

Clooney is exactly what Cruelty most needs: an American Cary Grant. Clooney's Miles Massey is the big shark in divorce-attorney waters, a Dapper Dan able to sell the most ludicrous settlements. In the course of raking Mrs. Rexroth through the coals in court, he falls for her hard and proceeds to make a fool of himself. Clooney isn't afraid to look vain, incompetent, or bedheaded here, any more than he was in O Brother, Where Art Thou? He will do anything to make us laugh, up to and including an honest-to-goodness spit take. The Coens give him plenty of opportunities.

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Clooney: the American Cary Grant (Courtesy photo)

The Brothers get their biggest laughs, though, from set pieces in which Clooney is incidental. The Rexroth's courtroom scene is a showstopper - starting with an updated "who's on first" routine; through Mrs. Rexroth's testimony, into which Zeta-Jones inserts one perfectly timed, blink-and-you'll-miss-it grace note; to a surprise witness, "Heinz, the Baron Krauss von Espy," whose accent, if possible, surpasses the kookiness of his name.

The courtroom scene is appropriately verbal, but Cruelty contains some fine physical comedy as well, including a riotous botched-murder sequence. The movie starts with a shorter gag involving Geoffrey Rush, the physical equivalent of phrase that is the film's unofficial motto: "Nail his ass."

While film history suggests that the Coens will eventually make a bad movie or two, it won't be this year: Cruelty hits the nail on the head. •